ex10-1.htm


    
      

    

    


    EXHIBIT
10.1

    


    FOURTH
AMENDMENT TO CREDIT AGREEMENT

    


    THIS FOURTH AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”) is entered into as of July 1, 2008, by and
among THERAGENICS
CORPORATION, a Delaware corporation (the “Original Borrower”) and each of
C.P. MEDICAL
CORPORATION, an Oregon corporation, and GALT MEDICAL CORP., a Texas
corporation (each, an "Additional Borrower"; the Original Borrower and the
Additional Borrowers are referred to herein individually as a "Borrower" and
collectively as the "Borrowers"), and WACHOVIA BANK, NATIONAL
ASSOCIATION, successor by merger to SouthTrust Bank
(“Bank”).

     

    R E C I T A
L S:

     

    A.          Bank
and Borrowers are parties to that certain Credit Agreement dated October 29,
2003, as amended by that certain Borrower Party Joinder Agreement dated as of
May 6, 2005, that certain Second Amendment dated August 12, 2005, that certain
Third Amendment dated June 29, 2006 and that certain Borrower Party Joinder
Agreement dated as of August 2, 2006 (as previously amended, the “Credit
Agreement”).

     

    B.           Borrowers
and Bank have hereby agreed to amend the Credit Agreement, subject to the terms
and conditions contained in this Amendment.

     

    NOW
THEREFORE, in consideration of the recitals and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged by the
parties, the parties hereto agree as follows:

     

    1.           Defined
Terms.  Capitalized terms used, but not defined, in this
Amendment shall have that meaning assigned to them in the Credit
Agreement.

     

    2.           Amendments to Credit
Agreement.  Borrowers and Bank agree that the Credit Agreement
is hereby amended as follows:

     

    (a)           The
following definitions contained in Section 1.1 of the Credit Agreement are
hereby amended to read in their entirety as follows:

     

    “Consolidated Fixed
Charges”  means the sum of interest expense, including the
interest component of any payments with respect to Capitalized Lease
obligations, plus rent and lease expense plus taxes plus current maturities of
long-term Indebtedness; provided, however, with respect to the Loan Advances
included in the definition of Indebtedness, current maturities of long-term
Indebtedness shall mean only regularly scheduled amortization payments (if any)
and not the outstanding principal balance of the Loan Advances due on the
Maturity Date.

     

    "Liquid Assets" means
property not the subject of any Lien (other than the Bank’s Liens) or other
restriction on transfer comprised of (i) securities traded on a nationally
recognized securities exchange market in the United States, (ii) any of the
following with at least an "A" or higher rating from S&P or Moody's:
asset-backed securities, government notes, municipal bonds and auction rate
securities and (iii) Cash Equivalents.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)           Section
7.3(A) of the Credit Agreement is hereby amended to read in its entirety as
follows:

     

    (A)           Ratios.  During
the term of this Agreement, Borrowers will maintain or cause to be maintained,
tested as of the end of each fiscal quarter:

     

    (1)           A
ratio of Senior Liabilities to Tangible Net Worth of not more than 1.5 to
1.0;

     

    (2)           Fixed
Charge Coverage Ratio of not less than 1.25 to 1.0; and

     

    (3)           Liquid
Assets of not less than the following amounts during the following
periods:

     

    
      	
              Period

            	
              Amount
      of Liquid Assets

            
	 	 
	
              From
      the Third Amendment Date

              through
      and including June 30, 2007

            	
              $15,000,000

            
	 	 
	
              From
      July 1, 2007 through and

              including
      June 30, 2008

            	
              $17,500,000

            
	 	 
	
              From
      July 1, 2008, and thereafter

            	
              $20,000,000

            
	 	 


    

     

    (c)           Exhibit
A to the Credit Agreement is amended and restated in its entirety as Exhibit A
to this Amendment.

     

    3.           Conditions
Precedent.  This Amendment shall not be effective unless and
until (i) each of the parties hereto has executed and delivered this Amendment
and (ii) Borrowers have paid Bank a fully earned and non-refundable amendment
fee equal to $10,000 in immediately available funds.

     

    4.           Representations and
Warranties.  As a material inducement to Bank to modify and
amend the terms of the Credit Agreement as aforesaid, each Borrower represents
and warrants to Bank that:

     

    (a)           This
Amendment constitutes the valid and legally binding obligation of each Borrower
enforceable in accordance with its respective terms and does not violate,
conflict with, or constitute any default under any law or regulation binding on
or applicable to either Borrower, either Borrower’s articles, bylaws, or any
mortgage, lease, credit, loan agreement, contract, or other instrument binding
upon or affecting either Borrower;

     

    (b)           All
representations and warranties contained in the Loan Documents are true and
complete as of the date hereof in all material respects, excluding any
representations or warranties which by their terms are limited to a specific
date;

     

    (c)           No
Event of Default or event that, with the passage of time or the giving of notice
(or both) would constitute an Event of Default, under the Loan Documents has
occurred and is continuing as of the date hereof; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)           No
setoffs, defenses, claims, recoupments, or counterclaims on the part of either
Borrower to payment or performance of the Obligations exists as of the date
hereof.

     

    5.           Miscellaneous.

     

                          (a)           
Borrowers agree to pay or reimburse Bank for all expenses incurred by Bank in
connection with the negotiation, preparation, and execution of this Amendment,
including, without limitation, fees and expenses of Bank’s counsel.

     

                          (b)           
Notwithstanding any provision of the Credit Agreement or Note to the contrary,
whenever any installment of principal of, or interest on, the Loans or other
amount due under the Loan Documents, as amended, becomes due and payable on a
day which is not a Business Day, the maturity thereof shall be extended to
the next succeeding Business Day (unless such next succeeding Business Day does
not fall within the same calendar month, in which case the maturity thereof
shall be shortened to the immediately preceding Business Day).  In the
case of any extension in the time for payment of any installment of principal,
interest shall be payable thereon at the rate per annum determined in accordance
with the Loan Documents, as amended, during such extension.

     

                          (c)           
 BORROWER AGREES THAT WITH RESPECT TO ANY CLAIM OF BORROWER ARISING UNDER
THE CREDIT AGREEMENT, AS AMENDED, OR ANY OTHER LOAN DOCUMENT, IN NO EVENT SHALL
BORROWER HAVE A REMEDY OF, OR SHALL BANK BE LIABLE FOR, INDIRECT, SPECIAL,
CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, AND BORROWER WAIVES ANY RIGHT OR
CLAIM TO SUCH DAMAGES BORROWER MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN
CONNECTION WITH THE LOANS OR THE LOAN DOCUMENTS, WHETHER THE SAME IS RESOLVED BY
ARBITRATION, MEDIATION, JUDICIAL PROCESS OR OTHERWISE.

     

    6.           No Novation; This Amendment
is a Loan Document.  The
execution and delivery of this Amendment shall not be interpreted or construed
as, and in fact does not constitute, a novation, payment, or satisfaction of all
or any portion of the Loans; rather, this Amendment is strictly amendatory in
nature.  This Amendment is a Loan Document.

     

    7.           Document
Protocols.  This Amendment shall be governed by the terms set
forth in Articles X and XI of the Credit Agreement, which are incorporated
herein by reference.

     

    


     

    [Remainder of page intentionally left
blank; signature page
follows]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, Borrowers have executed this Amendment under seal as of the
date first above written, with the intention that this Amendment takes effect as
an instrument under seal.

    


    
      	 
      	
              BORROWERS:

            	 
      
	 
      	 
      	 
      
	 
      	
              THERAGENICS
      CORPORATION

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By: /s/
      Francis
      J. Tarallo

            	 
      
	 
      	
              Name:  Francis
      J. Tarallo

            	 
      
	 
      	
              Title:    Chief
      Financial Officer

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              C.P.
      MEDICAL CORPORATION

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By: /s/ Lynn M.
      Rogers

            	 
      
	 
      	
              Name:  Lynn
      M. Rogers

            	 
      
	 
      	
              Title:    Secretary
      and Treasurer

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              GALT
      MEDICAL CORP.

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:  /s/ Francis J.
      Tarallo

            	 
      
	 
      	
              Name:  Francis
      J. Tarallo

            	 
      
	 
      	
              Title:    Assistant
      Secretary

            	 
      


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, Bank has executed this Amendment under seal as of the date
first above written, with the intention that this Amendment takes effect as an
instrument under seal.

     

    
      	
                

            	
              BANK:

            	 
      
	 
      	 
      	 
      
	
                

            	
              WACHOVIA BANK, NATIONAL
      ASSOCIATION,

              successor
      by merger to SouthTrust Bank

            	 
      
	 	 	 
	 	 	 
	
                
      

            	
              By:  /s/ Ron
      Edwards

            	 
      
	
                

            	
              Name:  Ron
      Edwards

            	 
      
	
                

            	
              Title:    SVP/Commercial
      Risk Management

            	 
      


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    


    FORM
OF COMPLIANCE CERTIFICATE

    COMPLIANCE
CERTIFICATE

    FOR
THE PERIOD ENDING _______________

     

    
      	
                

            	
              To:

            	
              Wachovia
      Bank, National Association

            
	
                

            	 
      	
              171
      17th St., 7th Floor

            
	 
      	 
      	
              Atlanta,
      GA 30363

            


    

    


    Pursuant
to that certain Credit Agreement, dated as of October 29, 2003 (as amended from
time to time, the "Credit Agreement", capitalized terms used herein as therein
defined), between THERAGENICS
CORPORATION, a Delaware corporation and the other “Borrowers” thereto
(collectively, the "Borrower"), and WACHOVIA BANK, NATIONAL ASSOCIATION
(the "Bank"), the undersigned submits this Compliance Certificate and
certifies that the covenants and financial tests described in the Credit
Agreement are as follows:

    


    
      	
              I.

            	
              Financial Statements
      and Reports

            	
              Compliance

            
	 	 	

              (Please
      Indicate)

            
	 	 	 
	A.	Annual
      CPA audited, Fiscal Year-End financial	 


    

     

    
      	 
      	
              statements
      within 120 days after each Fiscal Year-End

            	
              Yes     No

            
	 	 	 
	B.	Quarterly
      unaudited financial statements within 45 days	 


    

     

    
      	 
      	
              after
      each Quarter-End

            	
              Yes     No

            
	 	 	 
	II.	Senior
      Liabilities to Tangible Net Worth	 
	 	 	 
	 	Maximum
      of 1.5 to 1.0 allowed.	 
	 	 	 
	 	As
      of the Quarter ending _______________	 


    

     

    
      	
              $_________

            	
              /$__________
      = ________

            	 
      	
              Yes     No

            
	 	 	 	 
	
              Senior
      Liabilities

            	
                 TNW        Ratio

            	
                 

            	 
      


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	III.	Fixed Charge Coverage
      Ratio	 
	 	 	 
	 	Minimum of 1.25 to 1.0
      allowed.	 
	 	 	 
	 	As of the Quarter
      ending _______________	 


      

       

    

    
      	
              $____________

            	
              /$____________

            	
              =
      ____________

            	
              Yes

            	
              No

            
	 	 	 	 	 
	
              earnings
      before interest, taxes, depreciation and amortization, plus rent and lease
      expense, plus
      non-recurring and non-cash charges, including, without limitation,
      those related to Permitted Acquisitions, minus Capital
      Expenditures which are not expended as a part of Permitted Acquisitions,
      minus Restricted
      Payments

            	
              Fixed
      Charges

            	
              Ratio

            	 
      	 
      


    

     

    
      
        
          	IV.	Liquid Assets	 


        

         

      

    

    
      	
              Period

            	
              Minimum
      Amount of Liquid Assets

            
	 	 
	
              From
      the Third Amendment Date through and including June 30,
    2007

            	
              $15,000,000

            
	 	 
	
              From
      July 1, 2007 through and including June 30, 2008

            	
              $17,500,000

            
	 	 
	
              From
      July 1, 2008, and thereafter

            	
              $20,000,000

            
	 	 


    

     

    
      	 
      	
              Actual
      Liquid Assets for this

            	 
      
	 
      	
              reporting
      period equals $_____________

            	
              Yes     No

            
	 	 	 
	V.	Capital
      Expenditures	 


    

     

    
      	 
      	
              Maximum
      of $10,000,000 per fiscal year

            	 
      
	 	 	 
	 
      	
              Actual
      Capital Expenditures for this

            	 
      
	 	 	 
	 
      	
              reporting
      period equals $_____________

            	
              Yes     No

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

               A.            
The undersigned has individually reviewed the provisions of the Credit Agreement
and a review of the activities of Borrower during the period covered by this
Compliance Certificate has been made in reasonable detail by or under the
supervision of the undersigned with a view to determining whether Borrower has
kept, observed, performed and fulfilled all of its obligations under the Credit
Agreement.

     

               B.              
Such review did not disclose, and I have no knowledge of, the existence of any
Default or Event of Default which has occurred and is continuing [except as
disclosed on the attachment hereto].

     

    Executed
this ______ day of __________________, 20___.

     

    
      	 
      	THERAGENICS
      CORPORATION	 
      
	 	 	 	 
	 	 	 	 
	 
      	
              By: